SEC Form 4 · accession 0000049071-19-000021
HUMANA INC · HUM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian P. LeClaire
Officer — Chief Information Officer
Period of report
Feb 19, 2019
Accepted (ET)
Feb 21, 2019 · 4:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000049071
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Humana Common | Feb 19, 2019 | M | 595 | $0.00 | A | 8,153 | D | |
| Humana CommonF9 | Feb 19, 2019 | F | 325 | $307.215 | D | 7,828 | D | |
| Humana Common | Feb 19, 2019 | M | 4,327 | $0.00 | A | 12,155 | D | |
| Humana CommonF10 | Feb 19, 2019 | S | 4,327 | $308.0612 | D | 7,828 | D | |
| Humana CommonF1 | holding | — | — | — | 134 | I | (See Footnote) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionsF2 | $167.805 | Feb 19, 2019 | M | 4,922 | D | — | Feb 18, 2023 | Humana Common | 4,922 | 0 | D |
| OptionsF3 | $217.415 | holding | — | — | — | — | Mar 8, 2024 | Humana Common | 18,082 | 18,082 | D |
| OptionsF4 | $268.47 | holding | — | — | — | — | Feb 19, 2025 | Humana Common | 6,221 | 6,221 | D |
| Restricted Stock UnitsF5,F6 | — | holding | — | — | — | — | — | Humana Common | 2,971 | 2,971 | D |
| Restricted Stock UnitsF5,F7 | — | holding | — | — | — | — | — | Humana Common | 963 | 963 | D |
| Phantom Stock UnitsF8 | — | holding | — | — | — | — | — | Humana Common | 61 | 61 | I |
Explanation of responses
- F1Stock units held for the benefit of reporting person as of January 31, 2019 under the Humana Retirement & Savings Plan including a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, both exempt under Rule 16b-3(c).
- F10All shares sold at price of $308.0612.
- F2Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/18/16, vesting in three increments from 02/18/17 to 02/18/19.
- F3Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 03/08/2017. 15,498 options vesting in three annual increments, and 7,749 options fully vest three years from the date of grant.
- F4Right to buy pursuant to Company's 2011 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/19/18, vesting in three increments from 02/19/19 to 02/19/21.
- F5Right to receive one share per restricted stock unit pursuant to the Company's 2011 Stock Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1) & (3).
- F6Restricted stock units granted to reporting person on 03/08/2017, 3,564 shares vesting in three annual increments on 12/15/17, 12/15/18, and 12/15/19. 1,782 shares fully vest three years from the date of grant.
- F7Restricted stock units granted to reporting person on 02/19/18, 33% of the award is vesting on 12/15/18, 12/15/19, and 12/15/20.
- F8Phantom Stock Units held for the benefit of reporting person as of January 31, 2019 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Retirement Equalization Plan. The ending number of units reflects normal fluctation due to changes in stock price.
- F9Shares swapped for payment of purchase price on stock option exercise using fair market value on February 15, 2019 pursuant to Humana Inc's 2011 Stock Incentive Plan.